UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
(Amendment No. ____)
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Preliminary Proxy Statement
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Soliciting Material Pursuant to Section 240.14a-12
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CHINESE INVESTORS.COM, INC.
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(Name of Registrant as Specified in its Charter)
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CHINESE INVESTORS.COM, INC.
Corporate Offices: 227 W Valley Blvd.
#208 A, San Gabriel, CA 91776
September 20, 2017
To our stockholders:
You are cordially invited to attend the
annual stockholders meeting of ChineseInvestors.com Inc., an Indiana corporation, to be held on Saturday, October 21, 2017 at 10:00
a.m., Pacific Time, in the conference room on the 2nd floor of the office building located at 227 W Valley Blvd. #208 A, San Gabriel,
CA 91776, USA.
The Notice of Annual Meeting of Stockholders
and Proxy Statement describe the formal business to be transacted at the annual meeting. Our directors and officers will be present
to respond to appropriate questions from stockholders.
Whether or not you
plan to attend the meeting, please vote as soon as possible. You can vote by returning the proxy card by mail or via email to warrenwang@chinesefn.com.
This will ensure that your shares will be represented and voted at the meeting, even if you do not attend. If you attend the meeting,
you may revoke your proxy and personally cast your vote. Attendance at the meeting does not of itself revoke your proxy.
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By Order of the Board of Directors
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/s/ Paul Dickman
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Secretary of the Board and Director
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CHINESE INVESTORS.COM, INC.
Corporate Offices: 227 W Valley Blvd.
#208 A, San Gabriel, CA 91776
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held October 21, 2017
NOTICE HEREBY IS GIVEN that the 2017 Annual
Meeting of Stockholders of ChineseInvestors.com Inc., an Indiana corporation, to be held on October 21, 2017 at 10:00 a.m., Pacific
Time, in the large conference room on the 2nd floor of the office building located at 227 W Valley Blvd. #208 A, San Gabriel, CA
91776, USA for the following purposes:
1. The election of
3 Directors for our Board of Directors to serve until our annual meeting of stockholders to be held in 2018, 2019, and 2020; when
their respective terms end, or until each such director’s successor is elected and qualified;
2. Ratification of
the selection of B F Borgers CPA, PC as our independent public accountants for the fiscal year ended May 31, 2018;
3. By non-binding vote,
approval of the compensation of the company’s named executive officers; and
4. By non-binding vote,
approval of the frequency of holding future advisory votes to approve executive compensation.
This meeting is conducted in consideration of completion of
the annual period related to June 1, 2016 through May 31, 2017.
A proxy statement describing the matters to be considered at
the annual meeting is attached to this notice. The Board of Directors has fixed the close of business on October 14, 2017 as the
record date for determination of stockholders entitled to notice of, and to vote at the this annual meeting unless anyone attending
can provide proof via a proper enforce common shares stock certificate of such determination of eligibility, dated no later than
Saturday, October 14, 2017 and as verified in writing by our Transfer Agent, Michael Turner at Globex Transfer, LLC, 780 Deltona
Blvd., Suite 202, Deltona, FL 32725, P: 813-344-4464, Direct P: 813-344-4490, Main F: (386) 267-3124.
By Order of the Board of Directors
/s/ Paul Dickman
Secretary of the Board and Director
September 20, 2017
Important Notice Regarding the Availability
of Proxy Materials for the
Annual Meeting of Stockholders to be
held on October 21, 2017:
WHETHER OR NOT YOU PLAN TO ATTEND OUR
2017 ANNUAL MEETING OF STOCKHOLDERS, YOUR VOTE IS IMPORTANT. PLEASE FOLLOW THE INSTRUCTIONS IN THE PROXY MATERIALS TO VOTE YOUR
PROXY VIA MAIL OR EMAIL AND PROMPTLY COMPLETE, EXECUTE AND RETURN THE PROXY CARD BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD.
IF YOU ATTEND OUR 2017 ANNUAL MEETING OF STOCKHOLDERS, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU SO DESIRE.
CHINESEINVESTORS.COM
Corporate Offices:
227 W. Valley Blvd. #208 A
San Gabriel, CA 91776
PROXY STATEMENT – ANNUAL MEETING
OF STOCKHOLDERS
To Be Held October 21, 2017
To our stockholders:
The Board of Directors of Chineseinvestors.com, Inc., an Indiana
corporation, is furnishing this proxy statement in connection with its solicitation of proxies for use at the annual meeting of
stockholders to be held on Saturday, October 21, 2017 at 10:00 a.m., Pacific Time, in the conference room of the office building
located at 227 W Valley Blvd. #208 A, San Gabriel, CA 91776, USA. This proxy statement, the accompanying proxy card and the notice
of annual meeting are being provided to stockholders beginning on or about September 20, 2017 via our DEF14 filing (SEC Website)
or via regular mail on or after September 20, 2017.
ANNUAL MEETING INFORMATION
Solicitation of Proxies
The costs of this solicitation by the Board of Directors will
be borne by Chineseinvestors.com, Inc. Proxy solicitations will be made by mail. They also may be made by personal interview, telephone,
facsimile transmission and telegram. Banks, brokerage house nominees and other fiduciaries are requested to forward the proxy soliciting
material to the beneficial owners and to obtain authorization for the execution of proxies. ChineseInvestors.com will, upon request,
reimburse those parties for their reasonable expenses in forwarding proxy materials to the beneficial owners. ChineseInvestors.com
does not expect to engage an outside firm to solicit votes, but if such a firm is engaged subsequent to the date of this proxy
statement, the cost is estimated to be less than $7,500.00 plus reasonable out-of-pocket expenses.
Voting Rights
Holders of shares of Chineseinvestors.com, Inc., common stock,
par value $0.001 per share, at the close of business on Saturday, October 14, 2017, under specific provisions as noted herein,
the last allowable record date, are entitled to notice of, and to vote at, the annual meeting. On that date we estimate that we
have 12,696,805 shares of common stock anticipated to be outstanding at the time of our Meeting as called. Each share of common
stock outstanding on the record date is entitled to one vote on each matter presented at the annual meeting. The presence, in person
or by proxy, of stockholders representing 50% or more of the issued and outstanding stock entitled to vote constitutes a quorum
for the transaction of business at the annual meeting. If a quorum is present, (1) a plurality of the votes cast at the annual
meeting is required for election of directors, and (2) the affirmative vote of the majority of the votes cast, in person or by
proxy, at the annual meeting is required for all other matters. Cumulative voting in the election of directors is not permitted.
Abstentions are considered shares present and entitled to vote, and under Indiana law an abstention is not a vote cast. Any shares
held in street name for which the broker or nominee receives no instructions from the beneficial owner, and as to which such broker
or nominee does not have discretionary voting authority under applicable New York Stock Exchange rules, will be considered as shares
not entitled to vote and will therefore not be considered in the tabulation of the votes. Accordingly, a broker non-vote will have
no effect on the matters presented to this annual meeting.
Voting of Proxies
Shares of the common stock represented by all properly executed
proxies received in time for the annual meeting will be voted in accordance with the choices specified in the proxies. Unless contrary
instructions are indicated on the proxy, the shares will be voted FOR the election of the nominees named in this proxy statement
as a director, and FOR the appointment of B F Borgers CPA PC as independent public accountants for the fiscal year ending May 31,
2017 and FOR the approval of executive compensation as presented.
The management and the Board of Directors know of no matters
to be brought before the annual meeting other than as set forth herein. To date, Chineseinvestors.com, Inc. has not received any
stockholder proposals. If any other matter of which the management and Board of Directors are not now aware is presented properly
to the stockholders for action, it is the intention of the proxy holders to vote in their discretion on all matters on which the
shares represented by such proxy are entitled to vote.
Revocability of Proxy
The giving of the enclosed proxy does not preclude the right
to vote in person should the stockholder giving the proxy so desire. A proxy may be revoked at any time prior to its exercise by
delivering a written statement to the corporate secretary that the proxy is revoked, by presenting a later-dated proxy, or by attending
the annual meeting and voting in person.
Annual Report
The 2017 annual report including financial statements for the
year ended May 31, 2017, are available online to stockholders but is not incorporated into this proxy statement and is not to be
considered a part of these proxy soliciting materials.
This report may be found at: https://www.sec.gov/Archives/edgar/data/1459482/000168316817002271/chineseinvest_10ka-053117.htm
SECURITIES OWNERSHIP
Please see our 10K Statement as filed with the SEC on or about
August 29, 2017 for detailed information and as noted at the link shown above in the Annual Report section.
Compliance with Section 16(a) of the Securities Exchange Act
of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the directors and executive officers, and holders of more than 10% of ChineseInvestors.com common stock, to file with the SEC initial
reports of ownership and reports of changes in ownership of common stock and other equity securities. Such officers, directors
and 10% stockholders are required by SEC regulation to furnish ChineseInvestors.com with copies of all Section 16(a) forms they
file. Based solely on its review of such forms that it received, or written representations from reporting persons that no Form
5s were required for such persons, ChineseInvestors.com believes that, during fiscal year 2017, all Section 16(a) filing requirements
were satisfied.
ITEM 1 – ELECTION OF DIRECTORS
The members of our Board of Directors are to be elected at this
year’s annual meeting. The nominees for the directors are set forth below. The proxy holders intend to vote all proxies received
by them in the accompanying form for the nominees for director listed below unless otherwise specified by the stockholder. In the
event a nominee is unable or declines to serve as a director at the time of the annual meeting, the proxies will be voted for a
nominee who shall be designated by the present Board of Directors to fill the vacancy. In the event that additional persons are
nominated for election as directors, the proxy holders intend to vote all proxies received by them for the nominees listed below
and against any other nominees. As of the date of this proxy statement, the Board of Directors is not aware of any nominee who
is unable or will decline to serve as director. The nominees listed below already serve as directors of ChineseInvestors.com.
The election to the Board of Directors of the nominees identified
in the proxy statement will require the affirmative vote of a plurality of the outstanding shares of common stock present in person
or represented by proxy at the annual meeting.
The Board of Directors unanimously recommends that stockholders
vote FOR the nominees identified below:
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Position with ChineseInvestors.com
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Warren Wang
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Chief Executive Officer, Chairperson of the Board and Committee Chair of Executive Committee
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Keevin Gillespie
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Director
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Paul Dickman
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Secretary of the Board and Committee Chair (Audit, Nominating
and Compensation)
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Nominees and Directors
Nominees – Terms expiring as noted herein
Warren Wang, Expiring 2017 (at the annual meeting)
Paul Dickman, Expiring 2019 (at the annual meeting)
Keevin Gillespie (at the annual meeting)
Warren Wang founded the Company in late 1999. Warren was born
in 1968, in Shanghai, China. He studied finance at St. John’s University in New York. Mr. Wang has served as Chief Executive
Officer, Chairman of the Board, and Director of Chineseinvestors.com, Inc. since its inception with the exception of March, 2002
through August of 2003 when James S. Toreson served as the Company’s Chief Executive Officer as a condition of the Hollingsworth
LLC investment. He was previously the Vice President of Investments for Tradeway Securities Group, a Senior Financial Consultant
for Waldron & Co., and a Senior Account Executive for Donald & Co. Securities. Mr. Wang has over 15 years of experience
in the financial markets industry and has extensive experience in management, project development, sales, marketing, accounting,
and administration. Mr. Wang is Chartered Financial Analyst (CFA) Candidate as well as a member of the Market Technicians Association
(MTA).
Paul Dickman is the founder and principal of Breakwater Corporate
Finance, which is a consulting firm that provides corporate finance, capital markets and governance consulting to emerging companies,
with an emphasis in start-up and micro-cap public companies. Mr. Dickman has served as the Chief Financial Officer for companies
in a variety of industries, both domestically and abroad. He has successfully taken numerous companies through multiple fund raising
transactions, including private placements of debt and equity and initial public offerings. Prior to establishing Breakwater Corporate
Finance, he worked as an auditor with two large regional accounting firms, with an emphasis in auditing small publicly traded companies.
He was employed for several years with a private equity investment firm in various capacities. Mr. Dickman received a Bachelor
of Science degree in finance and accounting, and has been a licensed CPA since 2005. In addition, Mr. Dickman is a Fellow of the
National Association of Corporate Directors, a member of the National Association of Corporate Secretaries, and serves on the board
of multiple non-profit, civic and for-profit organizations.
Mr. Keevin Gillespie is the recently appointed
President of ChineseHempOil.com, Inc., a wholly owned subsidiary of ChineseInvestors.com, Inc. In his role as President
of ChineseHempOil.com, Inc., Mr. Gillespie is responsible for new business development, marketing and general company
operations. Prior to his appointment, Mr. Gillespie served as Vice President of Sales for
ChineseInvestors.com, Inc. where he was charged with identifying, recruiting and training new talent and developing
and implementing marketing strategies to promote the Company's membership and subscription products. As Vice
President of Sales, Mr. Gillespie also traveled to China where he assisted CEO Warren Wang in the
expansion of the Company's business. Prior to joining ChineseInvestors.com, Inc. and ChineseHempOil.com, Inc.,
Mr. Gillespie served as Vice President of Sales, Branch Manager, HR Director/Recruiter, and Senior Account
Executive at various investment firms where he managed the placement of several initial public offerings and private
placements. Mr. Gillespie also launched and hosted a weekly radio show, Investing Beyond the
Basics, covering the current market and economic environment.
Family Relationships
No family relationships exist among any of our current director
nominees or executive officers.
Compensation of Directors
ChineseInvestors.com pays as base compensation to independent
directors, not otherwise employed by Chineseinvestors.com, Inc. $30,000 per year (FY 2016/17) plus related expenses for each meeting
attended in person. Any other compensation is noted in our 10K filing.
Compensation Committee Interlocks
No interlocking relationship exists between the Board of Directors
or officers responsible for compensation decisions and the Board of Directors or Compensation Committee of any other company, nor
has any such interlocking relationship existed in the past.
Committees of the Board and Meeting Attendance
The Board of Directors currently has four committees; Executive,
Audit, Nominating, and Compensation. During fiscal year ending May 31, 2017, there was one (1) meetings of the Executive Committee,
two (2) meetings of the Board of Directors, four (4) meetings of the Audit Committee, (1) meeting of the Compensation Committee,
and (1) meeting of the Nominating Committee. Each director participated in at least 75% of the meetings of the Board and the committees
on which he served.
Notwithstanding anything to the contrary set forth in any of
Chineseinvestos.com, Inc. previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended, that might incorporate future filings, including this proxy statement, in whole or in part, the following
reports of the Audit Committee and the Compensation Committee and the performance graph shall not be incorporated by reference
into any such filings.
Audit Committee Report
The Audit Committee makes recommendations concerning the engagement
of independent public accountants, reviews with the independent public accountants the plans and results of any audits, reviews
other professional services provided by the independent public accountants, reviews the independence of the independent public
accountants, considers the range of audit and non-audit fees and reviews the adequacy of internal accounting controls. The Audit
Committee is composed of three directors, one voting member (independent) and two other members (non-voting) as defined by the
listing standards of the New York Stock Exchange.
The Audit Committee has reviewed and discussed with management
and the independent accountants the Company’s audited financial statements for fiscal year 2017 ended May 31, 2017. In addition,
the Committee has discussed with the independent accountants the matters required to be discussed by Statement on Auditing Standards
No. 61, “Communication with Audit Committees.”
The Audit Committee has received from the independent accountants
written disclosures and a letter concerning the independent accountants’ independence from the Company, as required by Independence
Standards Board Standard No. 1, “Independence Discussions with Audit Committees.” These disclosures have been reviewed
by the Committee and discussed with the independent accountants.
Based on these reviews and discussions, the Committee has recommended
to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for fiscal 2017
for filing with the Securities and Exchange Commission.
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Audit Committee
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Paul Dickman
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Compensation Committee Report
The Compensation Committee of the Board of Directors, which
is comprised of one (1) voting member (Dickman, independent) as well as one (1) non-voting members (Wang) and oversees the ChineseInvestors.com
executive compensation program.
Chineseinvestors.com, Inc. compensation programs are designed
to help attract and retain qualified and motivated individuals that will provide the leadership required to achieve our strategic
goals, which includes sustaining long-term value based growth for stockholders. Our philosophy is to link management’s compensation
to ChineseInvestors.com profitability and stock price. Our philosophy is also intended to encourage stock ownership by not only
management, but all levels of employees. We believe a significant percentage of total executive compensation should be provided
through incentive equity compensation that aligns management’s interests with those of stockholders. Our goal is to make
our executives’ personal net worth heavily dependent on appreciation in the value of ChineseInvestors.com, Inc. stock over
the long-term and their income dependent on ChineseInvestors.com, Inc. dividends.
ChineseInvestors.com, Inc. strives to integrate (1) competitive
levels of base salary, (2) annual incentive bonus awards tied to operating performance, and (3) stock option awards to ensure management
has a continuing stake in the long-term success of ChineseInvestors.com, Inc.
The Committee believes that senior management’s base salaries
are reasonable as compared to other comparable companies with whom ChineseInvestors.com competes for management personnel. However,
these executives have significant compensation potential if there are substantial returns generated to stockholders.
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Compensation Committee
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Paul Dickman
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Management of ChineseInvestors.com
(See SEC Filing, 10K
under ChineseInvestors.COM)
Executive Compensation
(See SEC Filing, 10K under ChineseInvestors.COM)
Non-Employee Director Compensation
(See SEC Filing, 10K
under ChineseInvestors.COM)
Security Ownership of Certain Beneficial Owners and Management
(See SEC Filing, 10K under ChineseInvestors.COM)
ITEM 2 – RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of its Audit Committee,
has selected the accounting firm of B F Borgers CPA PC to audit our financial statements for, and otherwise act as the independent
certified public accountants with respect to, the year ending May 31, 2018. The Board of Director’s selection of B F Borgers
CPA PC for the current fiscal year is being presented to stockholders for ratification at the annual meeting. To our knowledge,
neither Mr. Borgers nor any of its partners has any direct financial interest or any material indirect financial interest in ChineseInvestors.com,
Inc. or has had any connection since the inception of chineseInvestors.com in the capacity of promoter, underwriter, voting trustee,
director, officer or employee.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS
VOTE “FOR” THE PROPOSAL TO SELECT B F BORGERS CPA PC AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS. FEES FOR THESE SERVICES
ARE ALSO FOUND IN OUR 10K FILINGS.
ITEM 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION
The recently enacted Dodd-Frank Wall Street
Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires that we provide our stockholders a non-binding,
advisory vote to approve the compensation of our named executive officers. This vote is sometimes referred to as a “say-on-pay
vote.” Although this advisory vote is nonbinding, the Compensation Committee of our Board will review and consider the voting
results when making future decisions regarding our named executive officer compensation and related executive compensation programs.
In our Annual Report on Form 10-K, our
executive compensation program is comprised principally of salary, equity and performance-based cash compensation, designed to:
(i) attract, motivate and retain key executives who are critical to our success, (ii) align the interests of our executives with
stockholder value and our financial performance and (iii) achieve a balanced package that would attract and retain highly qualified
senior officers and appropriately reflect each such officer’s individual performance and contributions. In addition, the
Company regularly reviews its compensation program and the overall compensation package paid to each of its senior executives to
assess risk and to confirm that the structure is still aligned with the Company's long-term strategic goals.
Before you vote on the resolution below,
please read the entire “Executive Compensation” section, including the tables, together with the related narrative
disclosure and footnotes, as well as the disclosures located in our Annual Report on Form 10-K. Note, as a “smaller reporting
company,” we are obligated to provide compensation disclosures pursuant to Item 402 (m) through (q) of Regulation S-K promulgated
under the Securities Exchange Act of 1934 (“Regulation S-K”). Even though, as a smaller reporting company, we are
exempt from compensation discussion and analysis by the executive compensation requirements of Item 402(b) of Regulation S-K,
we continue to elect to provide information regarding our objectives and practices regarding executive compensation in order to
give our stockholders transparency into our compensation philosophy and practices.
For the reasons provided, the Board is asking
stockholders to cast a non-binding, advisory vote FOR the following resolution:
“RESOLVED, that stockholders approve the
compensation paid to our named executive officers as disclosed in this Proxy Statement pursuant to Item 402 (m) through (q) of
Regulation S-K (which includes the compensation tables and related narrative discussion).”
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS
VOTE “FOR” THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.
ITEM 4 – ADVISORY
VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
We are providing our stockholders with
the opportunity to vote, on a non-binding, advisory basis, for their preference on the frequency of future advisory votes to approve
the compensation of our named executive officers as reflected in Item 4 above. Stockholders may indicate whether they prefer that
we conduct future advisory votes to approve the compensation of our named executive officers every one, two or three years. Shareholders
also may abstain from casting a vote on this proposal.
The Board has determined that holding an
advisory vote on the compensation of our named executive officers every year is the most appropriate policy at this time, and recommends
that future advisory votes to approve the compensation of our named executive officers occur once every year. We believe that holding
this advisory vote annually will provide us with timely and appropriate feedback on compensation decisions for our named executive
officers.
Stockholders will be able to specify one
of four choices for this proposal on the proxy card: one year, two years, three years, or abstain. Although this advisory vote
on the frequency of future advisory votes on the compensation of our named executive officers is non-binding, the Board and the
Compensation Committee will carefully review the voting results when determining the frequency of future advisory votes on the
compensation of our named executive officers.
The Board is asking stockholders to cast
a non-binding, advisory vote for the ONE-YEAR option on the following resolution:
“RESOLVED, that the stockholders
of the Company recommend, in a non-binding vote, whether an advisory vote to approve the compensation of our named executive officers
should occur every one, two or three years.”
The Board believes that say-on-pay votes
should be conducted every year so that stockholders may annually express their views on our executive compensation program. This
vote, like the say-on-pay vote itself, is non-binding.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THE “ONE-YEAR” OPTION AS TO THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS
VOTE “FOR” THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.
OTHER BUSINESS
The Board of Directors is aware of no other
matters which may be presented for stockholder action at the meeting and as noted below. However, if other matters do properly
come before the meeting, it is intended that the persons named in the proxies will vote upon them in accordance with their best
judgments.
Other Business (Shareholder Proposals) as
may come before the Board of Directors for proper consideration noting such must be submitted in writing via email to warrenwang@chinesefn.com
or to our Corporate Offices mailing address as noted herein, such coming to the attention of the Board no later than October 14,
2017.
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BY ORDER OF THE BOARD OF DIRECTORS
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/s/ Paul Dickman
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Secretary of the Board of Directors and Director
September 20, 2017
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FORM OF PROXY
ChineseInvestors.com, Inc.
227 W Valley Blvd. #208 A, San Gabriel,
CA 91776
PROXY – Annual Meeting of Shareholders
– Saturday, October 21, 2017
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby
appoints Paul Dickman as proxy, with the power to appoint his substitute, and hereby authorizes Paul Dickman to represent and to
vote, as designated below, all the shares of common stock of ChineseInvestors.com, Inc. (the “Company”) held of record
by the undersigned on October 14, 2017 at the Annual Meeting of Shareholders to be held on Saturday, October 21, 2017 at 10:00
AM at our office board room located at 227 W Valley Blvd. #208 A, San Gabriel, CA 91776 or at any adjournment thereof.
1. ELECTION
OF DIRECTORS. The election of three Directors to serve for staggered terms of one year as to Mr. Gillespie, two years as to Mr.
Wang, and three years as to Mr. Dickman, each until his successor is duly elected and qualified.
INSTRUCTIONS: Place a check or an X
on the appropriate line to vote for, against or to abstain below.
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WARREN WANG
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FOR
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AGAINST
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ABSTAIN
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KEEVIN GILLESIE
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FOR
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AGAINST
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ABSTAIN
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PAUL DICKMAN
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FOR
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AGAINST
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ABSTAIN
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Write In Candidate:
(Must include full name, address, and contact
phone number; to be valid and must be able perform the duties as required as well as be willing to serve)
Please indicate the number of shares
you believe you hold here: ________________________
2. Such
other business as may properly come before the Annual Meeting of Shareholders, or at any and all adjournments hereof.
Selection of B F Borgers CPA PC as our
Audit Firm for FY 2018.
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FOR
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AGAINST
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ABSTAIN
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By non-binding vote, approval of the compensation
of the company’s named executive officers.
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FOR
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AGAINST
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ABSTAIN
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By non-binding vote, approval of the frequency
of holding future advisory votes to approve executive compensation.
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1 Year
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2 Year
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3 Year
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ABSTAIN
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THIS PROXY WHEN
PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO VOTE IS INDICATED HEREIN, THIS
PROXY WILL BE VOTED IN FAVOR OF ALL NOMINEES LISTED FOR ELECTION AS DIRECTORS AND IN ACCORDANCE WITH THE PROXIES’ BEST JUDGMENT
UPON OTHER MATTERS PROPERLY COMING BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.
Please sign, exactly
as your name appears below. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by authorized person.
Date: _____/_____/_____ - Signature: _____________________Printed
Last Name: _____________________
Signature if held Jointly: ________________________
Printed Last Name: _____________________
PLEASE
MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY TO MR. DICKMAN’S ATTENTION AT THE ADDRESS/FAX/EMAIL ADDRESS AS NOTED
ABOVE